Common use of Appointment of Depositary Clause in Contracts

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 32

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 Section 4.11 Changes Affecting Deposited Securities. 31 32 Section 4.12 Available Information. 3232 Section 4.13 Reports. 33 Section 4.14 List of Holders. 33 Section 4.15 Taxation. 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 34 Section 5.2 Exoneration. 35 Section 5.3 Standard of Care. 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 36 Section 5.5 The Custodian. 37 Section 5.6 Notices and Reports. 38 Section 5.7 Issuance of Additional Shares, ADSs etc. 39 Section 5.8 Indemnification. 40 Section 5.9 ADS Fees and Charges. 41 Section 5.10 Restricted Securities Owners. 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement. 42 Section 6.2 Termination. 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts. 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 44 Section 7.3 Severability. 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 45 Section 7.5 Notices. 45 Section 7.6 Governing Law and Jurisdiction. 46 Section 7.7 Assignment. 48 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 48 Section 7.9 English Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of [●], 2020, by and among (i) Freeline Therapeutics Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 14 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 20 Section 3.5 Ownership Restrictions. 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 21 Section 4.2 Distribution in Shares. 23 22 Section 4.3 Elective Distributions in Cash or Shares. 24 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 26 Section 4.7 Redemption. 28 26 Section 4.8 Conversion of Foreign Currency. 28 27 Section 4.9 Fixing of ADS Record Date. 29 28 Section 4.10 Voting of Deposited Securities. 30 28 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 3231 Section 4.13 Reports. 31 Section 4.14 List of Holders. 32 Section 4.15 Taxation. 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 33 Section 5.2 Exoneration. 34 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 36 Section 5.6 Notices and Reports. 37 Section 5.7 Issuance of Additional Shares, ADSs etc. 37 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 39 Section 5.10 Pre-Release Transactions. 40 Section 5.11 Restricted Securities Owners. 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement. 41 Section 6.2 Termination. 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts. 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 44 Section 7.3 Severability. 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 44 Section 7.5 Notices. 45 Section 7.6 Governing Law and Jurisdiction. 45 Section 7.7 Assignment. 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 47 Section 7.9 The Cayman Islands Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) CANGO INC., an exempted company with limited liability organized under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary. 7 Depositary 8 Section 2.2 Form and Transferability of ADSs. 8 ADSs 9 Section 2.3 Deposit of Shares. 9 Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 12 Section 2.5 Issuance of ADSs. 11 ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 15 Section 2.9 Lost ADRs, etc. 15 etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 16 Section 2.11 Escheatment. 15 Escheatment 16 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information. 19 Information 20 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 21 Section 3.4 Compliance with Information Requests. 21 Requests 22 Section 3.5 Ownership Restrictions. 21 Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 22 24 Section 4.1 Cash Distributions. 22 Distributions 24 Section 4.2 Distribution in Shares. 23 Shares 25 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 29 Section 4.7 Redemption. 28 Redemption 29 Section 4.8 Conversion of Foreign Currency. 28 Currency 30 Section 4.9 Fixing of ADS Record Date. 29 Date 31 Section 4.10 Voting of Deposited Securities. 30 Securities 31 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 33 Section 4.12 Available Information. 32Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 14 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 19 Section 3.5 Ownership Restrictions. 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 20 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 25 Section 4.7 Redemption. 28 25 Section 4.8 Conversion of Foreign Currency. 28 26 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 27 Section 4.11 Changes Affecting Deposited Securities. 31 29 Section 4.12 Available Information. 3230 Section 4.13 Reports. 30 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 32 Section 5.2 Exoneration. 32 Section 5.3 Standard of Care. 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 34 Section 5.5 The Custodian. 35 Section 5.6 Notices and Reports. 35 Section 5.7 Issuance of Additional Shares, ADSs etc. 36 Section 5.8 Indemnification. 37 Section 5.9 ADS Fees and Charges. 38 Section 5.10 Pre-Release Transactions. 39 Section 5.11 Restricted Securities Owners. 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement. 40 Section 6.2 Termination. 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts. 42 Section 7.2 No Third-Party Beneficiaries. 42 Section 7.3 Severability. 42 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 43 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 45 Section 7.8 Compliance with U.S. Securities Laws. 45 Section 7.9 England and Wales Law References. 45 Section 7.10 Titles and References. 46 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of [DATE], 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary. 7 8 Section 2.2 Form and Transferability of ADSs. 8 Section 2.3 Deposit of Shares. 9 10 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 12 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 16 Section 2.12 Partial Entitlement ADSs. 15 16 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 27 Section 4.7 Redemption. 28 27 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 29 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 3232 Section 4.13 Reports. 32 Section 4.14 List of Holders. 33 Section 4.15 Taxation. 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 34 Section 5.2 Exoneration. 35 Section 5.3 Standard of Care. 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 36 Section 5.5 The Custodian. 37 Section 5.6 Notices and Reports. 38 Section 5.7 Issuance of Additional Shares, ADSs etc. 38 Section 5.8 Indemnification. 39 Section 5.9 ADS Fees and Charges. 40 Section 5.10 Pre-Release Transactions. 41 Section 5.11 Restricted Securities Owners. 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement. 42 Section 6.2 Termination. 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts. 44 Section 7.2 No Third Party Beneficiaries. 44 Section 7.3 Severability. 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 45 Section 7.5 Notices. 45 Section 7.6 Governing Law and Jurisdiction. 46 Section 7.7 Assignment. 48 Section 7.8 Compliance with U.S. Securities Laws. 48 Section 7.9 England and Wales Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of [DATE], 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary. 7 Depositary 8 Section 2.2 Form and Transferability of ADSs. ADSs 8 Section 2.3 Deposit of Shares. 9 Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 12 Section 2.5 Issuance of ADSs. 11 ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 15 Section 2.9 Lost ADRs, etc. 15 etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 16 Section 2.11 Escheatment. 15 Escheatment 16 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information. 19 Information 20 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 21 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. 21 Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 22 23 Section 4.1 Cash Distributions. 22 Distributions 23 Section 4.2 Distribution in Shares. 23 Shares 24 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 29 Section 4.7 Redemption. 28 Redemption 29 Section 4.8 Conversion of Foreign Currency. 28 Currency 30 Section 4.9 Fixing of ADS Record Date. 29 Date 30 Section 4.10 Voting of Deposited Securities. 30 Securities 31 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 33 Section 4.12 Available Information. 32Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34 Section 4.15 Taxation 34 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 36 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 36 Section 5.3 Standard of Care 37 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 38 Section 5.5 The Custodian 39 Section 5.6 Notices and Reports 39 Section 5.7 Issuance of Additional Shares, ADSs etc 40 Section 5.8 Indemnification 41 Section 5.9 ADS Fees and Charges 42 Section 5.10 Restricted Securities Owners 43 ARTICLE VI AMENDMENT AND TERMINATION 43 Section 6.1 Amendment/Supplement 43 Section 6.2 Termination 44 ARTICLE VII MISCELLANEOUS 46 Section 7.1 Counterparts 46 Section 7.2 No Third Party Beneficiaries/Acknowledgments 46 Section 7.3 Severability 46 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 46 Section 7.5 Notices 47 Section 7.6 Governing Law and Jurisdiction 47 Section 7.7 Assignment 49 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 49 Section 7.9 English Law References 50 Section 7.10 Titles and References 50 Section 7.11 Amendment and Restatement 51 EXHIBITS Form of ADR A-1 Fee Schedule B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [·], 2020, by and among (i) ANGLE plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and its successors, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 21 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 30 Section 4.12 Available Information. 32Information 31 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 46 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of September [●], 2019, by and among (i) Amryt Pharma Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America, and its successors (“Citibank”) acting in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 5 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 9 Section 2.5 Issuance of ADSs. 11 9 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 12 Section 2.9 Lost ADRs, etc. 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 13 Section 2.11 Escheatment. 15 13 Section 2.12 Partial Entitlement ADSs. 15 13 Section 2.13 Certificated/Uncertificated ADSs. 16 14 Section 2.14 Restricted ADSs. 18 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information. 19 17 Section 3.2 Liability for Taxes and Other Charges. 20 17 Section 3.3 Representations and Warranties on Deposit of Shares. 20 18 Section 3.4 Compliance with Information Requests. 21 18 Section 3.5 Ownership Restrictions. 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 19 ARTICLE IV THE DEPOSITED SECURITIES 22 19 Section 4.1 Cash Distributions. 22 19 Section 4.2 Distribution in Shares. 23 20 Section 4.3 Elective Distributions in Cash or Shares. 24 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 24 Section 4.7 Redemption. 28 24 Section 4.8 Conversion of Foreign Currency. 28 25 Section 4.9 Fixing of ADS Record Date. 29 26 Section 4.10 Voting of Deposited Securities. 30 26 Section 4.11 Changes Affecting Deposited Securities. 31 28 Section 4.12 Available Information. 3228 Section 4.13 Reports. 29 Section 4.14 List of Holders. 29

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Redemption 26 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Currency 26 Section 4.9 4.8 Fixing of ADS Record Date. 29 Date 27 Section 4.10 4.9 Voting of Deposited Securities. 30 Securities 27 Section 4.11 4.10 Changes Affecting Deposited Securities. 31 Securities 29 Section 4.11 Available Information 30 Section 4.12 Available Information. 32Reports 30 Section 4.13 List of Holders 30 Section 4.14 Taxation 30

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 ADSs 8 Section 2.1 Appointment of Depositary. 7 Depositary 8 Section 2.2 Form and Transferability of ADSs. ADSs 8 Section 2.3 Deposit of Shares. 9 Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. 11 ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSsADRs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 16 Section 2.11 Escheatment. 15 Partial Entitlement ADSs 16 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 2.13 Restricted ADSs. ADSs 18 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information. 19 Information 20 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 21 Section 3.4 Compliance with Information Requests. 21 Requests 22 Section 3.5 Ownership Restrictions. 21 [Intentionally Omitted] 22 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution Disclosure of Rights to Purchase Additional ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 32Interests 22

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. 21 Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals. Approvals 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. ADSs 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. Shares 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. Form 28 Section 4.7 Redemption. Redemption 28 Section 4.8 Conversion of Foreign Currency. 28 Currency 29 Section 4.9 Fixing of ADS Record Date. 29 Date 30 Section 4.10 Voting of Deposited Securities. Securities 30 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available InformationInformation 33 Section 4.13 Reports 33 Section 4.14 List of Holders 34 Section 4.15 Taxation 34 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 35 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 36 Section 5.3 Standard of Care 37 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 38 Section 5.5 The Custodian 38 Section 5.6 Notices and Reports 39 Section 5.7 Issuance of Additional Shares, ADSs etc 40 Section 5.8 Indemnification 41 Section 5.9 ADS Fees and Charges 41 Section 5.10 Restricted Securities Owners 43 ARTICLE VI AMENDMENT AND TERMINATION 43 Section 6.1 Amendment/Supplement 43 Section 6.2 Termination 44 ARTICLE VII MISCELLANEOUS 45 Section 7.1 Counterparts 45 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 46 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 46 Section 7.5 Notices 46 Section 7.6 Governing Law and Jurisdiction 47 Section 7.7 Assignment 49 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 49 Section 7.9 English and Welsh Law References 49 Section 7.10 Titles and References 49 Section 7.11 Amendment and Restatement 50 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 2019, by and among (i) TXXX & LXXX PLC, a company organized under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 27 Section 4.7 Redemption. 28 27 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 29 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 3232 Section 4.13 Reports. 32 Section 4.14 List of Holders. 33 Section 4.15 Taxation. 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 34 Section 5.2 Exoneration. 35 Section 5.3 Standard of Care. 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 36 Section 5.5 The Custodian. 37 Section 5.6 Notices and Reports. 38 Section 5.7 Issuance of Additional Shares, ADSs etc. 38 Section 5.8 Indemnification. 39 Section 5.9 ADS Fees and Charges. 40 Section 5.10 Restricted Securities Owners. 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement. 42 Section 6.2 Termination. 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts. 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 44 Section 7.3 Severability. 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 45 Section 7.5 Notices. 45 Section 7.6 Governing Law and Jurisdiction. 46 Section 7.7 Assignment. 48 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 48 Section 7.9 The Cayman Islands Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of [●], 2020, by and among (i) PHOENIX TREE HOLDINGS LIMITED, an exempted company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. with Custodian 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. Redemption 28 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. Securities 30 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available Information. 32Information 32 Section 4.13 Reports 33 Section 4.14 List of Holders 33 Section 4.15 Taxation 33

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. ADSs 8 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available InformationInformation 32 Section 4.13 Reports 33 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 35 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 Section 7.11 Amendment and Restatement 49 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [●] [●], 2020, by and among (i) Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America, and its successors (“Citibank”) acting in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 Distributions 20 Section 4.2 Distribution in Shares. 23 Shares 21 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 25 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 26 Section 4.9 Fixing of ADS Record Date. 29 Date 27 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 30 Section 4.12 Available InformationInformation 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 35 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts 42 Section 7.2 No Third‑Party Beneficiaries/Acknowledgments 42 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 Section 7.5 Notices 43 Section 7.6 Governing Law and Jurisdiction 44 Section 7.7 Assignment 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 46 Section 7.9 English Law References 46 Section 7.10 Titles and References 46 Section 7.11 Amendment and Restatement 47 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [●] [●], 2020, by and among (i) Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America, and its successors (“Citibank”) acting in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 ADS 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 18 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 19 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 Distributions 20 Section 4.2 Distribution in Shares. 23 Shares 20 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 21 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 24 Section 4.7 Redemption. 28 Redemption 24 Section 4.8 Conversion of Foreign Currency. 28 Currency 25 Section 4.9 Fixing of ADS Record Date. 29 Date 26 Section 4.10 Voting of Deposited Securities. 30 Securities 26 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 28 Section 4.12 Available Information. 32Information 29 Section 4.13 Reports 29 Section 4.14 List of Holders 29 Section 4.15 Taxation 29

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available InformationInformation 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 35 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc. 3239 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 48 Section 7.9 The Cayman Islands Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of January 22, 2020, by and among (i) I-MAB, an exempted company incorporated in the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary. 7 Depositary 8 Section 2.2 Form and Transferability of ADSs. GDSs 8 Section 2.3 Deposit of Shares. 9 Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 12 Section 2.5 Issuance of ADSs. 11 GDSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 GDRs 13 Section 2.7 Surrender of ADSs GDSs and Withdrawal of Deposited Securities. 13 Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSsGDSs; Suspension of Delivery, Transfer, etc. 14 etc 16 Section 2.9 Lost ADRsGDRs, etc. 15 etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRsGDRs; Maintenance of Records. 15 Records 17 Section 2.11 Escheatment. 15 Escheatment 17 Section 2.12 Partial Entitlement ADSs. 15 GDSs 17 Section 2.13 Certificated/Uncertificated ADSs. 16 GDSs 18 Section 2.14 Restricted ADSs. 18 GDSs 19 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 GDSs 21 Section 3.1 Proofs, Certificates and Other Information. 19 Information 21 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 22 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 22 Section 3.4 Compliance with Information Requests. 21 Requests 22 Section 3.5 Ownership Restrictions. 21 Restrictions 23 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 22 23 Section 4.1 Cash Distributions. 22 Distributions 24 Section 4.2 Distribution in Shares. 23 Shares 24 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 GDSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 29 Section 4.7 Redemption. 28 Redemption 29 Section 4.8 Conversion of Foreign Currency. 28 Currency 30 Section 4.9 Fixing of ADS GDS Record Date. 29 Date 31 Section 4.10 Voting of Deposited Securities. 30 Securities 31 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 34 Section 4.12 Available InformationInformation 35 Section 4.13 Reports 35 Section 4.14 List of Holders 36 Section 4.15 Taxation 36 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 37 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 38 Section 5.3 Standard of Care 38 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 39 Section 5.5 The Custodian 40 Section 5.6 Notices and Reports 41 Section 5.7 Issuance of Additional Shares, GDSs etc 41 Section 5.8 Indemnification 42 Section 5.9 GDS Fees and Charges 43 Section 5.10 Pre-Release Transactions 45 Section 5.11 Restricted Securities Owners 45 ARTICLE VI AMENDMENT AND TERMINATION 46 Section 6.1 Amendment/Supplement 46 Section 6.2 Termination 46 ARTICLE VII MISCELLANEOUS 48 Section 7.1 Counterparts 48 Section 7.2 No Third Party Beneficiaries 48 Section 7.3 Severability 49 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 49 Section 7.5 Notices 49 Section 7.6 Governing Law and Jurisdiction 50 Section 7.7 Assignment 51 Section 7.8 Compliance with U.S. Securities Laws 52 Section 7.9 Indian Law References 52 Section 7.10 Titles and References 52 EXHIBITS Form of GDR. 32A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2017, by and among (i) Aditya Birla Capital Limited, a company organized under the laws of India, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of Global Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 4 SECTION 2.1 Appointment of Depositary. 7 Section Depositary 4 SECTION 2.2 Form and Transferability of ADSs. 8 Section Receipts 5 SECTION 2.3 Deposit Deposits 6 SECTION 2.4 Execution and Delivery of Shares. 9 Section 2.4 Registration and Safekeeping Receipts 7 SECTION 2.5 Transfer of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs. 12 Section 2.7 Receipts 7 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities. 13 Section 2.8 Securities 8 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc. 14 Section 2.9 9 SECTION 2.8 Lost ADRsReceipts, etc. 15 Section 2.10 9 SECTION 2.9 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of RecordsRecords 10 SECTION 2.10 Pre-Release 10 SECTION 2.11 Restricted ADSs 10 ARTICLE III. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section RECEIPTS 11 SECTION 3.1 Proofs, Certificates and Other Information. 19 Section Information 11 SECTION 3.2 Liability for Taxes and Other Charges. 20 Section Charges 12 SECTION 3.3 Representations and Warranties on Deposit of Shares. 20 Section Shares 12 SECTION 3.4 Compliance with Information RequestsRequests 13 ARTICLE IV. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 13 SECTION 4.1 Cash Distributions. 22 Section Distributions 13 SECTION 4.2 Distribution in Shares. 23 Section Shares 14 SECTION 4.3 Elective Distributions in Cash or Shares. 24 Section Shares 14 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section Shares 15 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section Shares 16 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Currency 17 SECTION 4.7 Fixing of ADS Record Date. 29 Section 4.10 Date 17 SECTION 4.8 Voting of Deposited Securities. 30 Section 4.11 Securities 18 SECTION 4.9 Changes Affecting Deposited Securities. 31 Section Securities 19 SECTION 4.10 Available Information 19 SECTION 4.11 Reports 20 SECTION 4.12 Available Information. 32List of Holders 20 SECTION 4.13 Taxation; Withholding 20

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 14 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 19 Section 3.5 Ownership Restrictions. 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 21 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 25 Section 4.7 Redemption. 28 25 Section 4.8 Conversion of Foreign Currency. 28 26 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 27 Section 4.11 Changes Affecting Deposited Securities. 31 29 Section 4.12 Available Information. 3229 Section 4.13 Reports. 30 Section 4.14 List of Holders. 30 Section 4.15 Taxation. 30

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 ADSS 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 Distributions 20 Section 4.2 Distribution in Shares. 23 Shares 21 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 25 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 26 Section 4.9 Fixing of ADS Record Date. 29 Date 27 Section 4.10 Voting of Deposited Securities. 30 Securities 27 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available Information. 32Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND HOLDERSAND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 Section 3.7 Disclosure of Interest 21 ARTICLE IV THE DEPOSITED SECURITIES 22 24 Section 4.1 Cash Distributions. 22 Distributions 24 Section 4.2 Distribution in Shares. 23 Shares 25 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Shares in the Form of ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 [RESERVED] 29 Section 4.7 Redemption. 28 Redemption 29 Section 4.8 Conversion of Foreign Currency. 28 Currency 30 Section 4.9 Fixing of ADS Record Date. 29 Date 30 Section 4.10 Voting of Deposited Securities. 30 Securities 31 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 33 Section 4.12 Available Information. 32Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34 Section 4.15 Taxation 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 9 Section 2.5 Issuance of ADSs. 11 9 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 12 Section 2.9 Lost ADRs, etc. 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 13 Section 2.11 Escheatment. 15 13 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 20 Section 3.5 Ownership Restrictions. 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 21 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 25 Section 4.7 Redemption. 28 25 Section 4.8 Conversion of Foreign Currency. 28 26 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 27 Section 4.11 Changes Affecting Deposited Securities. 31 29 Section 4.12 Available Information. 3230 Section 4.13 Reports. 30 Section 4.14 List of Holders. 30

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. ADSs 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available InformationInformation 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 35 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc. 3238 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 The British Virgin Islands Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of [●], 2019, by and among (i) ANPAC BIO-MEDICAL SCIENCE CO., LTD., a business company limited by shares incorporated in the British Virgin Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 3232 Section 4.13 Reports. 32 Section 4.14 List of Holders. 33 Section 4.15 Taxation. 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 34 Section 5.2 Exoneration. 35 Section 5.3 Standard of Care. 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 36 Section 5.5 The Custodian. 37 Section 5.6 Notices and Reports. 38 Section 5.7 Issuance of Additional Shares, ADSs etc. 39 Section 5.8 Indemnification. 40 Section 5.9 ADS Fees and Charges. 41 Section 5.10 Restricted Securities Owners. 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement. 42 Section 6.2 Termination. 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts. 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 45 Section 7.3 Severability. 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 45 Section 7.5 Notices. 46 Section 7.6 Governing Law and Jurisdiction. 47 Section 7.7 Assignment. 49 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 49 Section 7.9 Israeli Law References. 49 Section 7.10 Titles and References. 49 Section 7.11 Amendment and Restatement. 50 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 4, 2018, by and among (i) TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a company incorporated under the laws of the State of Israel, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available Information. 32Information 33 Section 4.13 Reports 33 Section 4.14 List of Holders 33

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 Section 2.3 Deposit of Shares. 9 10 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 27 Section 4.7 Redemption. 28 27 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 29 Section 4.11 Changes Affecting Deposited Securities. 31 32 Section 4.12 Available Information. 3233 Section 4.13 Reports. 33 Section 4.14 List of Holders. 34 Section 4.15 Taxation. 34 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 36 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 36 Section 5.2 Exoneration. 36 Section 5.3 Standard of Care. 37 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 38 Section 5.5 The Custodian. 39 Section 5.6 Notices and Reports. 40 Section 5.7 Issuance of Additional Shares, ADSs etc. 40 Section 5.8 Indemnification. 41 Section 5.9 ADS Fees and Charges. 42 Section 5.10 Restricted Securities Owners. 43 ARTICLE VI AMENDMENT AND TERMINATION 44 Section 6.1 Amendment/Supplement. 44 Section 6.2 Termination. 44 ARTICLE VII MISCELLANEOUS 46 Section 7.1 Counterparts. 46 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 46 Section 7.3 Severability. 47 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 47 Section 7.5 Notices. 47 Section 7.6 Governing Law and Jurisdiction. 48 Section 7.7 Assignment. 50 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 50 Section 7.9 French Law References. 50 Section 7.10 Titles and References. 50 Section 7.11 Amendment and Restatement. 51 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 20__, by and among (i) ACCOR S.A., a company organized under the laws of France, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available InformationInformation 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries 44 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 Argentine Law References 48 Section 7.10 Relationship between the Company and Holders and Beneficial Owners 48 Section 7.11 Titles and References 48 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) CENTRAL PUERTO S.A., a company organized under the laws of Argentina, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 6 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 30 Section 4.12 Available InformationInformation 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 46 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2021, by and among (i) Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 RECEIPTS Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 32Approvals 20

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. ADSs 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. Redemption 28 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 33 Section 4.12 Available Information. 32Information 33 Section 4.13 Reports 33 Section 4.14 List of Holders 34 Section 4.15 Taxation 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 14 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 19 Section 3.5 Ownership Restrictions. 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 20 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 26 Section 4.7 Redemption. 28 26 Section 4.8 Conversion of Foreign Currency. 28 27 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 28 Section 4.11 Changes Affecting Deposited Securities. 31 30 Section 4.12 Available Information. 3231 Section 4.13 Reports. 31 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 32 Section 5.2 Exoneration. 33 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 35 Section 5.6 Notices and Reports. 36 Section 5.7 Issuance of Additional Shares, ADSs etc. 37 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 39 Section 5.10 Restricted Securities Owners. 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement. 40 Section 6.2 Termination. 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts. 42 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 42 Section 7.3 Severability. 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 43 Section 7.5 Notices. 43 Section 7.6 Governing Law and Jurisdiction. 44 Section 7.7 Assignment. 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 46 Section 7.9 Cayman Islands Law References. 46 Section 7.10 Titles and References. 46 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of November 19, 2018, by and among (i) WEIDAI LTD., an exempted company with limited liability registered under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available InformationInformation 31 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Pre-Release Transactions 40 Section 5.11 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 47 Section 7.8 Compliance with U.S. Securities Laws 47 Section 7.9 Argentine Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2017, by and among (i) LOMA NEGRA COMPAÑÍA INDUSTRIAL ARGENTINA SOCIEDAD ANÓNIMA, a company organized under the laws of Argentina, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 6 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 30 Section 4.12 Available InformationInformation 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 46 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of February 9, 2021, by and among (i) Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 20 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 21 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 21 Section 4.2 Distribution in Shares. 23 22 Section 4.3 Elective Distributions in Cash or Shares. 24 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 27 Section 4.7 Redemption. 28 27 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 28 Section 4.10 Voting of Deposited Securities. 30 29 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 3232 Section 4.13 Reports. 32 Section 4.14 List of Holders. 32 Section 4.15 Taxation. 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 33 Section 5.2 Exoneration. 34 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 36 Section 5.6 Notices and Reports. 37 Section 5.7 Issuance of Additional Shares, ADSs etc. 38 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 39 Section 5.10 Pre-Release Transactions. 41 Section 5.11 Restricted Securities Owners. 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement. 41 Section 6.2 Termination. 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts. 43 Section 7.2 No Third Party Beneficiaries. 44 Section 7.3 Severability. 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 44 Section 7.5 Notices. 44 Section 7.6 Governing Law and Jurisdiction. 45 Section 7.7 Assignment. 47 Section 7.8 Compliance with U.S. Securities Laws. 47 Section 7.9 Cayman Islands Law References. 47 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of [DATE], 2017, by and among (i) PPDAI GROUP INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 9 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 12 Section 2.9 Lost ADRs, etc. 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 13 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 14 Section 2.14 Restricted ADSs. 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information. 19 17 Section 3.2 Liability for Taxes and Other Charges. 20 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 18 Section 3.4 Compliance with Information Requests. 21 19 Section 3.5 Ownership Restrictions. 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 19 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 20 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 25 Section 4.7 Redemption. 28 25 Section 4.8 Conversion of Foreign Currency. 28 26 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 27 Section 4.11 Changes Affecting Deposited Securities. 31 29 Section 4.12 Available Information. 3230 Section 4.13 Reports. 30 Section 4.14 List of Holders. 30 Section 4.15 Taxation. 30 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 31 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 31 Section 5.2 Exoneration. 32 Section 5.3 Standard of Care. 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 34 Section 5.5 The Custodian. 34 Section 5.6 Notices and Reports. 35 Section 5.7 Issuance of Additional Shares, ADSs etc. 36 Section 5.8 Indemnification. 37 Section 5.9 ADS Fees and Charges. 37 Section 5.10 Restricted Securities Owners. 39 ARTICLE VI AMENDMENT AND TERMINATION 39 Section 6.1 Amendment/Supplement. 39 Section 6.2 Termination. 40 ARTICLE VII MISCELLANEOUS 41 Section 7.1 Counterparts. 41 Section 7.2 No Third Party Beneficiaries. 41 Section 7.3 Severability. 42 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 42 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 44 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 44 Section 7.9 England and Wales Law References. 45 Section 7.10 Titles and References. 45 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of April 23, 2019, by and among (i) Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. ADSs 15 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available Information. 32Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 English Law References 47 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of [•], 2020, by and among (i) PURETECH HEALTH PLC, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 14 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 20 Section 3.5 Ownership Restrictions. 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 20 Section 4.2 Distribution in Shares. 23 22 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 26 Section 4.7 Redemption. 28 26 Section 4.8 Conversion of Foreign Currency. 28 27 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 28 9964064v.4 Section 4.11 Changes Affecting Deposited Securities. 31 30 Section 4.12 Available Information. 3231 Section 4.13 Reports. 31 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 32 Section 5.2 Exoneration. 33 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 35 Section 5.6 Notices and Reports. 36 Section 5.7 Issuance of Additional Shares, ADSs etc. 37 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 38 Section 5.10 Pre-Release Transactions. 40 Section 5.11 Restricted Securities Owners. 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement. 40 Section 6.2 Termination. 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts. 42 Section 7.2 No Third‑Party Beneficiaries. 43 Section 7.3 Severability. 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 43 Section 7.5 Notices. 43 Section 7.6 Governing Law and Jurisdiction. 44 Section 7.7 Assignment. 46 Section 7.8 Compliance with U.S. Securities Laws. 46 Section 7.9 England and Wales Law References. 46 Section 7.10 Titles and References. 46 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary. 7 Depositary 8 Section 2.2 Form and Transferability of ADSs. ADSs 8 Section 2.3 Deposit of Shares. 9 Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. 11 ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. 15 Escheatment 16 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 21 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. Approvals 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. ADSs 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available InformationInformation 32 Section 4.13 Reports 33 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 35 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc. 3238 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third-Party Beneficiaries 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 England and Wales Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 7 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 14 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 19 Section 3.5 Ownership Restrictions. 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 20 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 25 Section 4.7 Redemption. 28 26 Section 4.8 Conversion of Foreign Currency. 28 26 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 27 Section 4.11 Changes Affecting Deposited Securities. 31 30 Section 4.12 Available Information. 3230 Section 4.13 Reports. 30 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 32 Section 5.2 Exoneration. 32 Section 5.3 Standard of Care. 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 34 Section 5.5 The Custodian. 35 Section 5.6 Notices and Reports. 35 Section 5.7 Issuance of Additional Shares, ADSs etc. 36 Section 5.8 Indemnification. 37 Section 5.9 ADS Fees and Charges. 38 Section 5.10 Pre-Release Transactions. 39 Section 5.11 Restricted Securities Owners. 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement. 40 Section 6.2 Termination. 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts. 42 Section 7.2 No Third Party Beneficiaries. 42 Section 7.3 Severability. 42 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 43 Section 7.5 Notices. 43 Section 7.6 Governing Law and Jurisdiction. 44 Section 7.7 Assignment. 45 Section 7.8 Compliance with U.S. Securities Laws. 45 Section 7.9 England and Wales Law References. 45 Section 7.10 Titles and References. 46 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. 7 Section 2.2 Form and Transferability of ADSs. 8 Section 2.3 Deposit of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 2.9 Lost ADRs, etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 16 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. 19 Section 3.2 Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. 22 Section 4.2 Distribution in Shares. 23 Section 4.3 Elective Distributions in Cash or Shares. 24 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 27 Section 4.7 Redemption. 28 27 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Fixing of ADS Record Date. 29 Section 4.10 Voting of Deposited Securities. 30 29 Section 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 31 Section 4.13 Reports. 32 Section 4.14 List of Holders. 32 Section 4.15 Taxation. 32

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 5 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 7 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 9 Section 2.5 Issuance of ADSs. 11 9 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 10 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 12 Section 2.9 Lost ADRs, etc. 15 12 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 13 Section 2.11 Escheatment. 15 13 Section 2.12 Partial Entitlement ADSs. 15 13 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 14 Section 2.14 Restricted ADSs. 18 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information. 19 17 Section 3.2 Liability for Taxes and Other Charges. 20 17 Section 3.3 Representations and Warranties on Deposit of Shares. 20 18 Section 3.4 Compliance with Information Requests. 21 18 Section 3.5 Ownership Restrictions. 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 19 ARTICLE IV THE DEPOSITED SECURITIES 22 19 Section 4.1 Cash Distributions. 22 19 Section 4.2 Distribution in Shares. 23 20 Section 4.3 Elective Distributions in Cash or Shares. 24 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 21 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 24 Section 4.7 Redemption. 28 24 Section 4.8 Conversion of Foreign Currency. 28 25 Section 4.9 Fixing of ADS Record Date. 29 25 Section 4.10 Voting of Deposited Securities. 30 26 Section 4.11 Changes Affecting Deposited Securities. 31 27 Section 4.12 Available Information. 3228 Section 4.13 Reports. 28 Section 4.14 List of Holders. 29

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary. 7 Depositary 8 Section 2.2 Form and Transferability of ADSs. ADSs 8 Section 2.3 Deposit of Shares. 9 Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 12 Section 2.5 Issuance of ADSs. 11 ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 15 Section 2.9 Lost ADRs, etc. 15 etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 16 Section 2.11 Escheatment. 15 Escheatment 16 Section 2.12 Partial Entitlement ADSs. 15 ADSs 17 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 17 Section 2.14 Restricted ADSs. 18 ADSs 19 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information. 19 Information 20 Section 3.2 Liability for Taxes and Other Charges. 20 Governmental Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 22 Section 3.4 Compliance with Information Requests. 21 Requests 22 Section 3.5 Ownership Restrictions. 21 Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 22 23 Section 4.1 Cash Distributions. 22 Distributions 23 Section 4.2 Distribution in Shares. 23 Shares 24 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. ADSs 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. Shares 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. Form 28 Section 4.7 Redemption. Redemption 28 Section 4.8 Conversion of Foreign Currency. 28 Currency 29 Section 4.9 Fixing of ADS Record Date. 29 Date 30 Section 4.10 Voting of Deposited Securities. Securities 30 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 33 Section 4.12 Available Information. 32Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34 Section 4.15 Taxation 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 9 Section 2.1 Appointment of Depositary. 7 Depositary 9 Section 2.2 Form and Transferability of ADSs. 8 ADSs 10 Section 2.3 Deposit of Shares. 9 with Custodian 11 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 13 Section 2.5 Issuance of ADSs. 11 ADSs 13 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 15 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 16 Section 2.9 Lost ADRs, etc. 15 17 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 17 Section 2.11 Escheatment. 15 Escheatment 17 Section 2.12 Partial Entitlement ADSs. 15 ADSs 17 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 18 Section 2.14 Restricted ADSs. 18 ADSs 19 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 21 Section 3.1 Proofs, Certificates and Other Information. 19 Information 21 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 22 Section 3.4 Compliance with Information Requests. 21 Requests and Applicable Law 22 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Restrictions 23 ARTICLE IV THE DEPOSITED SECURITIES 22 24 Section 4.1 Cash Distributions. 22 Distributions 24 Section 4.2 Distribution in Shares. 23 Shares 24 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs. ADSs 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. Shares 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. Form 28 Section 4.7 Redemption. Redemption 28 Section 4.8 Conversion of Foreign Currency. 28 Currency 29 Section 4.9 Fixing of ADS Record Date. 29 Date 30 Section 4.10 Voting of Deposited Securities. Securities 30 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 32 Section 4.12 Available Information. 32Information 33 Section 4.13 Reports 33 Section 4.14 List of Holders 33 Section 4.15 Taxation 33

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 30 Section 4.12 Available InformationInformation 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 Section 4.16 Limitation of Rights 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 35 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Pre-Release Transactions 40 Section 5.11 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 46 Section 7.8 Compliance with U.S. Securities Laws 46 Section 7.9 Relationship between the Company and Holders and Beneficial Owners 46 Section 7.10 German Law References 47 Section 7.11 Titles and References 47 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of [DATE], 2014, by and among (i) Innocoll AG, a company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 13 Section 2.9 Lost ADRs, etc. 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 20 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions. 22 Distributions 21 Section 4.2 Distribution in Shares. 23 Shares 22 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 28 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available Information. 32Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third-Party Beneficiaries 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 47 Section 7.8 Compliance with U.S. Securities Laws 47 Section 7.9 Argentine Law References 48 Section 7.10 Relationship between the Company and Holders and Beneficial Owners 48 Section 7.11 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of , 2018, by and among (i) CENTRAL PUERTO S.A., a company organized under the laws of Argentina, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 Distributions 20 Section 4.2 Distribution in Shares. 23 Shares 21 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 [Intentionally Omitted] 25 Section 4.7 Redemption. 28 Redemption 25 Section 4.8 Conversion of Foreign Currency. 28 Currency 25 Section 4.9 Fixing of ADS Record Date. 29 Date 27 Section 4.10 Voting of Deposited Securities. 30 Securities 27 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 28 Section 4.12 Available Information. 32Information 28 Section 4.13 Reports 29 Section 4.14 List of Holders 29 Section 4.15 Taxation 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 30 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 30 Section 5.3 Standard of Care 31 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 32 Section 5.5 The Custodian 33 Section 5.6 Notices and Reports 33 Section 5.7 Issuance of Additional Shares, ADSs etc 34 Section 5.8 Indemnification 35 Section 5.9 Fees and Charges of Depositary 36 Section 5.10 Pre-Release Transactions 37 Section 5.11 Restricted Securities Owners 37 ARTICLE VI AMENDMENT AND TERMINATION 38 Section 6.1 Amendment/Supplement 38 Section 6.2 Termination 38 ARTICLE VII MISCELLANEOUS 40 Section 7.1 Counterparts 40 Section 7.2 No Third-Party Beneficiaries 40 Section 7.3 Severability 40 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 40 Section 7.5 Notices 40 Section 7.6 Governing Law and Jurisdiction 41 Section 7.7 Assignment 43 Section 7.8 Compliance with U.S. Securities Laws 43 Section 7.9 Brazilian Law References 43 Section 7.10 Titles and References 43 Section 7.11 Amendment and Restatement 44 EXHIBITS Form of ADR A-1 Fee Schedule B-1 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August 12, 2009, by and among (i) Votorantim Celulose e Papel S.A., a company organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 6 Section 2.2 Form and Transferability of ADSs. 8 6 Section 2.3 Deposit of Shares. 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 9 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 12 Section 2.9 Lost ADRs, etc. 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 13 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 14 Section 2.13 Certificated/Uncertificated ADSs. 16 15 Section 2.14 Restricted ADSs. 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 18 Section 3.2 Liability for Taxes and Other Charges. 20 18 Section 3.3 Representations and Warranties on Deposit of Shares. 20 19 Section 3.4 Compliance with Information Requests. 21 19 Section 3.5 Ownership Restrictions. 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 20 Section 4.2 Distribution in Shares. 23 21 Section 4.3 Elective Distributions in Cash or Shares. 24 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 [Intentionally Omitted] 25 Section 4.7 Redemption. 28 25 Section 4.8 Conversion of Foreign Currency. 28 26 Section 4.9 Fixing of ADS Record Date. 29 27 Section 4.10 Voting of Deposited Securities. 30 27 Section 4.11 Changes Affecting Deposited Securities. 31 29 Section 4.12 Available Information. 3230 Section 4.13 Reports. 30 Section 4.14 List of Holders. 30 Section 4.15 Taxation. 30 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 31 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 31 Section 5.2 Exoneration. 32 Section 5.3 Standard of Care. 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 34 Section 5.5 The Custodian. 34 Section 5.6 Notices and Reports. 35 Section 5.7 Issuance of Additional Shares, ADSs etc. 36 Section 5.8 Indemnification. 37 Section 5.9 ADS Fees and Charges. 38 Section 5.10 Restricted Securities Owners. 39 ARTICLE VI AMENDMENT AND TERMINATION 39 Section 6.1 Amendment/Supplement. 39 Section 6.2 Termination. 40 ARTICLE VII MISCELLANEOUS 41 Section 7.1 Counterparts. 41 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 41 Section 7.3 Severability. 42 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 42 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 45 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 45 Section 7.9 Swedish Law References. 45 Section 7.10 Titles and References. 45 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2020, by and among (i) Calliditas Therapeutics AB, a company organized under the laws of the Kingdom of Sweden, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary. Depositary 7 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities. Securities 11 Section 2.5 Issuance of ADSs. ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs. ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. etc 14 Section 2.9 Lost ADRs, etc. etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. Records 15 Section 2.11 Escheatment. Escheatment 15 Section 2.12 Partial Entitlement ADSs. 15 ADSs 16 Section 2.13 Certificated/Uncertificated ADSs. ADSs 16 Section 2.14 Restricted ADSs. ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information. Information 19 Section 3.2 Liability for Taxes and Other Charges. Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares. Shares 20 Section 3.4 Compliance with Information Requests. Requests 21 Section 3.5 Ownership Restrictions. Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions. Distributions 22 Section 4.2 Distribution in Shares. Shares 23 Section 4.3 Elective Distributions in Cash or Shares. Shares 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 27 Section 4.7 Redemption. 28 Redemption 27 Section 4.8 Conversion of Foreign Currency. Currency 28 Section 4.9 Fixing of ADS Record Date. Date 29 Section 4.10 Voting of Deposited Securities. 30 Securities 29 Section 4.11 Changes Affecting Deposited Securities. Securities 31 Section 4.12 Available InformationInformation 31 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 39 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 47 Section 7.8 Compliance with U.S. Securities Laws 47 Section 7.9 German Law References 47 Section 7.10 Titles and References 47 Section 7.11 Amendment and Restatement 48 EXHIBITS Form of ADR. 32A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 20__, by and among (i) E.ON SE, a company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT RECEIPTS;DEPOSIT OF SHARES; EXECUTION AND DELIVERYANDDELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 6 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Securities 10 Section 2.5 Issuance of ADSs. 11 ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 etc 13 Section 2.9 Lost ADRs, etc. 15 etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 14 Section 2.11 Escheatment. 15 Escheatment 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information. 19 Information 18 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 19 Section 3.4 Compliance with Information Requests. 21 Requests 19 Section 3.5 Ownership Restrictions. 21 Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions. 22 Distributions 20 Section 4.2 Distribution in Shares. 23 Shares 21 Section 4.3 Elective Distributions in Cash or Shares. 24 Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 ADSs 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Form 26 Section 4.7 Redemption. 28 Redemption 26 Section 4.8 Conversion of Foreign Currency. 28 Currency 27 Section 4.9 Fixing of ADS Record Date. 29 Date 27 Section 4.10 Voting of Deposited Securities. 30 Securities 28 Section 4.11 Changes Affecting Deposited Securities. 31 Securities 30 Section 4.12 Available Information. 32Information 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 5 SECTION 2.1 Appointment of Depositary. 7 Section Depositary 5 SECTION 2.2 Form and Transferability of ADSs. Receipts 5 SECTION 2.3 Deposits 6 SECTION 2.4 Execution and Delivery of Receipts 8 Section 2.3 Deposit SECTION 2.5 Transfer of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Receipts; Combination and Split-up Split‑up of ADRs. 12 Section 2.7 Receipts 8 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities. 13 Section 2.8 Securities 9 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc. 14 Section 2.9 10 SECTION 2.8 Lost ADRsReceipts, etc. 15 Section 2.10 11 SECTION 2.9 Cancellation and Destruction of Surrendered ADRs; Receipts 11 SECTION 2.10 Maintenance of RecordsRecords 11 SECTION 2.11 Restricted ADSs 11 ARTICLE III. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information. 19 Section Information 12 SECTION 3.2 Liability for Taxes and Other Charges. 20 Section Charges 13 SECTION 3.3 Representations and Warranties on Deposit of Shares. 20 Section Shares 13 SECTION 3.4 Compliance with Information Requests. 21 Section Requests 14 SECTION 3.5 Ownership RestrictionsRestrictions 14 ARTICLE IV. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 16 SECTION 4.1 Cash Distributions. 22 Section Distributions 16 SECTION 4.2 Distribution in Shares. 23 Section Shares 16 SECTION 4.3 Elective Distributions in Cash or Shares. 24 Section Shares 17 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section Shares 17 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section Shares 19 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Currency 20 SECTION 4.7 Fixing of ADS Record Date. 29 Section 4.10 Date 21 SECTION 4.8 Voting of Deposited Securities. 30 Section 4.11 Securities 21 SECTION 4.9 Changes Affecting Deposited Securities. 31 Section Securities 22 SECTION 4.10 Available Information 23 SECTION 4.11 Reports 23 SECTION 4.12 Available Information. 32List of Holders 23 SECTION 4.13 Taxation; Withholding 23

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary. 7 Depositary 6 Section 2.2 Form and Transferability of ADSs. 8 ADSs 7 Section 2.3 Deposit of Shares. 9 Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 10 Section 2.5 Issuance of ADSs. 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs. 12 ADRs 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 12 Section 2.9 Lost ADRs, etc. 15 .. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. 15 Records 13 Section 2.11 Escheatment. 15 14 Section 2.12 Partial Entitlement ADSs. 15 ADSs 14 Section 2.13 Certificated/Uncertificated ADSs. 16 ADSs 15 Section 2.14 Restricted ADSs. 18 ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information. 19 Information 17 Section 3.2 Liability for Taxes and Other Charges. 20 Charges 17 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Shares 18 Section 3.4 Compliance with Information Requests. 21 18 Section 3.5 Ownership Restrictions. 21 Restrictions 18 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Approvals 19 ARTICLE IV THE DEPOSITED SECURITIES 22 19 Section 4.1 Cash Distributions. 22 19 Section 4.2 Distribution in Shares. 23 20 Section 4.3 Elective Distributions in Cash or Shares. 24 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 25 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Shares 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form[Intentionally Omitted]. 28 24 Section 4.7 Redemption. 28 24 Section 4.8 Conversion of Foreign Currency. 28 25 Section 4.9 Fixing of ADS Record Date. 29 26 Section 4.10 Voting of Deposited Securities. 30 26 Section 4.11 Changes Affecting Deposited Securities. 31 28 Section 4.12 Available Information. 3229 Section 4.13 Reports 29 Section 4.14 List of Holders 29 Section 4.15 Taxation 29

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 9 SECTION 2.1 Appointment of Depositary. 7 Section Depositary 9 SECTION 2.2 Form and Transferability of ADSs. 8 Section 9 SECTION 2.3 Deposit of Shares. 9 Section with Custodian 13 SECTION 2.4 Registration and Safekeeping of Deposited Securities. 11 Section Securities 15 SECTION 2.5 Issuance Execution and Delivery of ADSs. 11 Section Receipts 15 SECTION 2.6 Transfer, Combination and Split-up of ADRsADSs and Receipts. 12 Section 16 SECTION 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. 13 Section 18 SECTION 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section 21 SECTION 2.9 Lost ADRsReceipts, etc. 15 Section etc 22 SECTION 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records. 15 Section Records 23 SECTION 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 ADSs 23 SECTION 2.12 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III 25 CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 27 SECTION 3.1 Proofs, Certificates and Other Information. 19 Section Information 27 SECTION 3.2 Liability for Taxes and Other Charges. 20 Section Charges 29 SECTION 3.3 Representations and Warranties on Deposit of Shares. 20 Section Shares 29 SECTION 3.4 Compliance with Information Requests. 21 Section Requests 30 SECTION 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 ARTICLE IV Restrictions 30 THE DEPOSITED SECURITIES 22 Section 31 SECTION 4.1 Cash Distributions. 22 Section Distributions 31 SECTION 4.2 Distribution in Shares. 23 Section Shares 32 SECTION 4.3 Elective Distributions in Cash or Shares. 24 Section Shares 34 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 35 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 38 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section Form 39 SECTION 4.7 Redemption. 28 Section Redemption 40 SECTION 4.8 Conversion of Foreign Currency. 28 Section Currency 41 SECTION 4.9 Fixing of ADS Record Date. 29 Section Date 42 SECTION 4.10 Voting of Deposited Securities. 30 Section Securities 43 SECTION 4.11 Changes Affecting Deposited Securities. 31 Section 4.12 Available Information. 32Securities 46

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 6 SECTION 2.1 Appointment of Depositary. 7 Section Depositary 6 SECTION 2.2 Form and Transferability of ADSs. 8 Section Receipts 6 SECTION 2.3 Deposit of Shares. 9 Section with Custodian 8 SECTION 2.4 Registration and Safekeeping of Deposited Securities. 11 Section Shares 9 SECTION 2.5 Issuance and Delivery of ADSs. 11 Section ADSs 9 SECTION 2.6 TransferTransfer of Receipts, Combination and Split-up of ADRs. 12 Section Receipts 9 SECTION 2.7 Surrender of ADSs American Depositary Shares and Withdrawal of Deposited Securities. 13 Section Securities 10 SECTION 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. 14 Section etc 11 SECTION 2.9 Lost ADRsReceipts, etc. 15 Section etc 12 SECTION 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records. 15 Section Records 12 SECTION 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 ADSs 12 SECTION 2.12 Certificated/Uncertificated ADSs. 16 Section 2.14 ADSs 13 SECTION 2.13 Restricted ADSs. 18 ADSs 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section RECEIPTS 16 SECTION 3.1 Proofs, Certificates and Other Information. 19 Section Information 16 SECTION 3.2 Liability for Taxes and Other Charges. 20 Section Charges 17 SECTION 3.3 Representations and Warranties on Deposit of Shares. 20 Section Shares 17 SECTION 3.4 Compliance with Information Requests. 21 Section Requests 18 SECTION 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Restrictions 18 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 18 SECTION 4.1 Cash Distributions. 22 Section Distributions 18 SECTION 4.2 Distribution in Shares. 23 Section Shares 19 SECTION 4.3 Elective Distributions in Cash or Shares. 24 Section Shares 20 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section 20 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section 22 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section Form 23 SECTION 4.7 Redemption. 28 Section Redemption 23 SECTION 4.8 Conversion of Foreign Currency. 28 Section Currency 23 SECTION 4.9 Fixing of ADS Record Date. 29 Section Date 24 SECTION 4.10 Voting of Deposited Securities. 30 Section Securities 25 SECTION 4.11 Changes Affecting Deposited Securities. 31 Section Securities 26 SECTION 4.12 Available Information. 32Information 27 SECTION 4.13 Reports 27 SECTION 4.14 List of Holders 28 SECTION 4.15 Taxation 28 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 29 SECTION 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 SECTION 5.2 Exoneration 29 SECTION 5.3 Standard of Care 30 SECTION 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 31 SECTION 5.5 The Custodian 31 SECTION 5.6 Notices and Reports 32 SECTION 5.7 Issuance of Additional Shares, ADSs, etc 33 SECTION 5.8 Indemnification 33 SECTION 5.9 ADS Fees and Charges 34 SECTION 5.10 Pre-Release 35 ARTICLE VI AMENDMENT AND TERMINATION 36 SECTION 6.1 Amendment/Supplement 36 SECTION 6.2 Termination 37 ARTICLE VII MISCELLANEOUS 38 SECTION 7.1 Counterparts 38 SECTION 7.2 No Third-Party Beneficiaries 38 SECTION 7.3 Severability 38 SECTION 7.4 Holders and Beneficial Owners as Parties; Binding Effect 38 SECTION 7.5 Notices 39 SECTION 7.6 Governing Law and Jurisdiction 39 SECTION 7.7 Assignment 40 SECTION 7.8 [RESERVED] 40 SECTION 7.9 Titles 41 SECTION 7.10 Amendment and Restatement 41 EXHIBIT A Form of ADR EXHIBIT B Fee Schedule AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ________, 2014, by and among (i) TNT EXPRESS N.V., a company incorporated under the laws of The Netherlands and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

Appointment of Depositary. FORM OF RECEIPTSRECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 5 SECTION 2.1 Appointment of Depositary. 7 Section Depositary 5 SECTION 2.2 Form and Transferability of ADSs. Receipts 5 SECTION 2.3 Deposits 7 SECTION 2.4 Execution and Delivery of Receipts 8 Section 2.3 Deposit SECTION 2.5 Transfer of Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities. 11 Section 2.5 Issuance of ADSs. 11 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs. 12 Section 2.7 Receipts 8 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities. 13 Section 2.8 Securities 9 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc. 14 Section 2.9 10 SECTION 2.8 Lost ADRsReceipts, etc. 15 Section 2.10 11 SECTION 2.9 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of RecordsRecords 11 SECTION 2.10 Maintenance of Records 11 ARTICLE III. 15 Section 2.11 Escheatment. 15 Section 2.12 Partial Entitlement ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs. 16 Section 2.14 Restricted ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information. 19 Section Information 12 SECTION 3.2 Liability for Taxes and Other Charges. 20 Section Charges 12 SECTION 3.3 Representations and Warranties on Deposit of Shares. 20 Section Shares 13 SECTION 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 22 Requests 13 ARTICLE IV THE DEPOSITED SECURITIES 22 Section SECURITIES. 14 SECTION 4.1 Cash Distributions. 22 Section Distributions 14 SECTION 4.2 Distribution in Shares. 23 Section Shares 14 SECTION 4.3 Elective Distributions in Cash or Shares. 24 Section Shares 15 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs. 25 Section Shares 16 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 27 Section Shares 17 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 28 Section 4.7 Redemption. 28 Section 4.8 Conversion of Foreign Currency. 28 Section 4.9 Currency 18 SECTION 4.7 Fixing of ADS Record Date. 29 Section 4.10 Date 19 SECTION 4.8 Voting of Deposited Securities. 30 Section 4.11 Securities 19 SECTION 4.9 Changes Affecting Deposited Securities. 31 Section Securities 21 SECTION 4.10 Available Information 21 SECTION 4.11 Reports 22 SECTION 4.12 Available Information. 32List of Holders 22 SECTION 4.13 Taxation; Withholding 22